Shanghai Lease





THIS IS AN ENGLISH
TRANSLATION FROM 
THE ORIGINAL CHINESE LANGUAGE DOCUMENT 








Lease Contract 



For 



Standard Factory Building 






Party A: Shanghai Jin
Qiao Export Processing Zone south area 



Party B: Nu Skin Asia Investment,
Inc. 







January 16th, 2004 



in Shanghai 







Parties to this Lease Contract for
Standard Factory Building shall be as follows: 



Party A: Shanghai Jin
Qiao Export Processing Zone (SA) Development & Construction Co., Ltd.
Address:    No.
5001 Hua Dong Rd, Pu Dong Shanghai
Legal Representative:     Zhang Guanming 



Party B: Nu Skin Asia
Investment, Inc. 

Address:     1013 Center
Road, Wilmington, Delaware 19805 U.S.A.
Legal Representative:     Truman Hunt 



Whereas Party A is the lawful owner
of the leased Premise under the Contract (contained in “Definition”). Party A
intends to lease the Premises to Party B and Party B intends to lease the Premises from
Party A. 



Therefore, according to “PRC,
Contract Law”, “PRC Administration of Urban Real Estate”, “Measures on
Lease of Urban Housing”, “Bylaw of Implementation of Opinion of Shanghai
Municipal Measures on Lease of Urban Housing”, “Regulations of Shanghai
Municipality on Urban Housing” and other relevant regulations as well as with
reference to practice carrying out in China and development zones of Shanghai
Municipality, through consultations, the Parties hereby agree (herein after referred to as
“the Contract”) in the matter of lease of the Premises as follows: 



1. Definition 



        1.1
Leased Factory building under this Contract means the premises on No. 3 of the Land
to the Standard Factory Building which shall be located within Block 11 Room 203-206 in
Shanghai Jin Qiao Export Processing Zone (South Area) (* T3-11, Room 203-206) with total
4,984 square meters building area, which will be subject to the measurement by the
government. Its geographical location and structure are set forth as in Exhibit I
“Technological Index Specification of the Buildings of the Standard Factory Building
“. 



        1.2
Property Management Company means the property Management Company that has executed the
property management contracts with landlords of where the Premises are located and shall
be responsible for the property management. 



        1.3   Related Facilities means the
following two parts, unless otherwise specified: 



                (a)       
          Pipelines of electricity, water, telecommunications and gas supplies; and 



                (b)       
          Pipelines and connection points of rainwater and sewage discharge. 



        The
Related Facilities mentioned in the Contract are set forth as in Exhibit II.
“Confirmation to the Leased Related Facilities in Connection with the Standard
Factory Building”. 





        1.4
Private Use Area means the production site, switchboard station, toilets, kitchenettes,
auxiliary rooms and interior walls inside the Standard Factory Building for Party B’s
use under the Contract. 



        1.5
Common Use Area means water pump metering box, unloading platform, passageway, bearing
structure, exterior walls and ceiling inside the Standard Factory Building and commonly
used by the landlords and lessees of the Standard Factory Building. Party B shall not
possess and use the common use area by itself exclusively. 



        1.6
Common Use Equipment means the water supply pipes, sewage disposal pipes, rain water
drainage pipes, lighting installation, rubbish disposal channels, water tanks, water
pumps, lighting arresters and fire-fighting equipment inside one factory building commonly
used by landlords and lessees. 



        1.7
Common Use Facilities means the open roads, green space, parking lots, road lamps, sewage
disposal pipes, inspection wells, septic tanks and garbage cabins inside one property
management area commonly used by landlords and lessees. 



        1.8
Bearing structure means the basement, bearing walls, beams and pillars, ceilings and roofs
of the factory buildings. 



        1.9
Calendar Year means from April 1st of the preceding year to March 31st of the
following year. 



2. Legal Status of the
Parties 



        2.1
As evidenced by the copy of the business license provided by Party A and attached hereto
as Exhibit III, Party A shall be an economic entity involving exploitation and development
of the land and carrying out business management in Shanghai Jin Qiao Export Processing
Zone (SA) Party A has been established upon approval by the State as a Chinese legal
person. 



        2.2
Party B shall be established upon approval by the United States as a legal entity. Party B
will establish a foreign investment enterprise in Shanghai Jin Qiao Export Processing
Zone. Above foreign investment enterprise shall be established upon approval by the State
as a Chinese legal economic entity and its business scope shall include in electron optics
test instrument for medical and healthcare products. 



        2.3
Commencing from the establishment date of the foreign investment enterprise. Party A and
Party B agree that Party B’s rights and obligations under the Contract shall be
transferred to the enterprise which will lease the Standard Factory Building hereunder.
Party A and Party B shall conclude such change in agreement with the foreign investment
enterprise, while the remaining terms of the contract are not changed. Except that Party B
abandons the project of establishing new company or does not take out the related
documents such as business license that have already been approved by the government on
purpose, provided Party B can not be established upon approval by Chinese government in 3
months after the contract goes into effect, 








 Party B shall notify Party A in writing.
Through Party A’s efforts, Party B still can not be established upon approval by the
State, Party B can notify Party A in writing to terminate the contract without bearing
legal liability. 




3. Use of the Leased
Factory building 



        
3.1         Party A has provided to
Party B the copy of the "Shanghai Municipal Real Estate Ownership Certificate”(Certificate
number: hupuguijianjinnan(2003)(002) of the Leased Factory Building and attached hereto
as Exhibit VI. The Leased Premise shall be used for production and operation. Party A
shall promise to provide “Shanghai House Property Right Certificate” before
December 31, 2004. Within the term of the lease contract, Party A shall compensate Party
B all losses due to Party A’s failure to obtain the house property right
certificate.  



        3.2
Party B shall undertake to Party B that the Leased Factory Building is solely used by
Party B for production. 



        3.3
Party B shall not change the use of the Leased Factory Building during the lease term
without written consent of Party A and subject to check and ratification by the relevant
departments pursuant to relevant regulations. 



4. Term of Lease 



        4.1
The term of Party B’s lease of the Leased Factory Building shall be 3 years,
commencing from April 1, 2004 herein after referred to as “Commencement Date”)
to March 31, 2007 (herein after referred to as “Expiration Date”). 



        4.2
Party B shall enjoy the right to use the Leased Factory Building during the lease term.
Law of the State shall protect party B’s lawful rights and benefits. 



        4.3
In consideration of extension of Party B, Party A will remain T11-201,202 for Party B. The
remaining term will be 6 months after the date that the contract is signed. If Party A
wants to lease these 2 neighboring units to another party, Party A shall provide written
notice to Party B one month in advance. Under the specified rental article under this
lease contract, Party B has the lease priority. Party B shall provide written notice to
Party A. Party A will consider Party B’s abstain of the priority in case Party B does
not reply to Party A within 15 days after Party B receives such notice. 



     5.    
           Rent of the Leased Factory Building, Management Charge and Method of
          Payment 



        5.1
The rent of the Leased Factory Building shall be 0.65 RMB per square meter building area
per day and the monthly rental shall be 98537.83 RMB for 4,984 square meters of building
area. The monthly management charge shall be 2 RMB per square meter building area and the
total monthly management shall be 9968 RMB. 








        5.2
Within fifteen days upon execution of the Contract, Party B shall pay to Party A earnest
money equivalent to the rent for two months, amounting to 197075.66 RMB. Starting from the
date of Party A’s delivery of the Leased Factory Building to Party B, the said
earnest money shall be refunded into security deposit. Provided that Party A fails to
deliver the Leased Factory Building to Party B or the Contract does not come into effect
due to Party B’s reason, the earnest money paid by Party B shall not be refunded. 



        5.3
The rental will be calculated from the Commencement Date. Party B shall remit every 3
months rent of RMB 295613.49 before the 15th of January, April, July and October to the
bank account designated by Party A. * 



        5.4
The rent shall not be changed for three Calendar Years from the Commencement Date of the
lease. Starting from the fourth calendar year, the rent may be changed once every three
Calendar Years, provided that change of the rent shall not exceed five percent (5%) of the
total amount of the rent of the preceding Calendar Year. 



        5.5
The management charge shall be paid at the date of delivery of the Leased Factory
Building. The management charge calculated from the date of delivery of the Premises to
the ending date of such month shall be directly paid to the Property Management Company at
the date of delivery of the Leased Factory Building. Party B shall directly pay the
management charge for the following month before the fifteen date of such month. The bank
account of the Property Management Company shall be: Shanghai Xin Jin Qiao Property
Management Co., Ltd., Agricultural Bank Jin Qiao branch integrated business department,
033432-10801021367. 



        5.6
Party B can pay the rental by the currency of RMB or US dollar. Provided paid by US
dollar, Party B shall bear bank service fee. Exchange rate will be calculated as the US
versus RMB medium price issued by China Bank on the remittance date. Provided the
remittance date is not the business date, the exchange rate shall be calculated by the
rate before the remittance date. 



     6.    
           Other Charges of the Leased Factory Building and Method of Payment 



        6.1
Party B’s use of the Related Facilities shall be subject to the provisions of the
“Confirmation to the Leased Related Facilities in Connection with the Standard
Factory Building” attached hereto as Exhibit II. 



        6.2
Party B shall pay the charges arising out from use of water, electricity, gas and sewage
discharge. The electricity charge of the Private Use Area of Party B shall be paid
directly to the electricity supply department, and that of the Common Use Area shall be
paid by Party B in proportion to its building area after the Property Management Company
pays for it. The Property Management Company shall pay the water charge for Party B. In
case of use of water by Party B, it shall pay the water charge to the Property Management
Company in compliance with the separate metering of Party B, and shall also share the
difference of the readings on the general metering and all separate metering in the
Premises area on a pro-rata basis for Party B’s water consumption to total water
consumption in the Premises area. Party B shall pay its communication expenses directly to
the Telecommunication Bureau. 







        6.3
During the lease term, Party A shall provide Party B free of charge with parking spots for
four cars. 



        6.4
The payment procedure provided for in Article 6.1 hereof to Article 6.6 hereof and the
detailed rules on charges and use of the Related Facilities shall be referred to Exhibit
VII “User Guide to the Standard Factory Building in Shanghai Jin Qiao Export
Processing Zone”. 



7. Hand over of the
Leased Factory Building 



        7.1
Party A shall hand over the Leased Factory Building to Party B by February 1, 2004. 



        7.2 Within
three days before hand-over of the Leased Factory Building, Party A shall submit Party B
an occupation notice similar to that set forth as in Exhibit VIII “Occupation Notice
(sample)", notifying Party B of going through occupation procedure so as to hand over
the Leased Factory Building. Party B shall send its personnel at the date of hand-over. In
the event that Party B is absent for longer than fourteen days and fails to require Party
A to hand over the Leased Factory Building in writing, the Leased Factory Building shall
be deemed as to have been handed over for Party B’s use from the date of hand-over. 



        7.3
Party A and Party B shall sign on the hand-over document similar to that set forth as in
Exhibit IX “Hand-over of the Standard Factory Building (sample)” at the date of
the hand-over, showing completion of such hand-over. 



8. Sublease 



        8.1
Unless otherwise specified, Party B’s sublease of the Leased Factory Building shall
be only for the need of Party B’s production and operation. Nevertheless, with Party
A’s content in writing, Party B can, part or in whole, sublease the Leased Factory
Building to any third party. The rent of sublease can not be higher than the rent
specified in this contract. In case the rent of sublease is higher than the rent specified
in the contract, both parties shall share the part, which is higher than the specified
rent, after negotiation. Party B shall provide the formal sublease contract to Party A. 



     9.    
          Other rights and obligations 



        9.1
During the lease term, Party B shall consult with the Property Management Company about
provision of such logistic services as guards, cleaning, greenification and maintenance to
Party B’s Private Use Area, and relevant entrustment contract shall be entered into
between Party B and the Property Management Company. Party B may also designate a company
to provide the logistic services by means of invitation and tendering of bid. The Property
Management Company hereunder shall be entitled to participate in invitation and 



        9.2
Party B shall not damage the Related Facilities in any manner. In case of any damage,
Party B shall be liable to restore to the original state and bear all expenses. 









        9.3
During the lease term, Party A shall give notice in advance to Party B in the event that
Party B needs to work on the Related Facilities in connection with the Leased Factory
Building. In case of damages caused to Party B’s machines and equipment, Party A
shall be liable to restore to their original state and bear all expenses. 



        9.4
Party A shall be responsible to maintenance and repair the Leased Factory Building due to
natural damages. According to the period of maintenance and repair, Party A shall carry
out such work at the specified time and within the scope of maintenance. The person who is
liable for man-made destructions and damages shall be responsible to repair and restore or
compensate corresponding financial losses. 



        9.5
During the lease term, Party B shall be prohibited from destroying the Leased Factory
Building, the equipment and Related Facilities, changing the use of the Leased Factory
Building, tearing down and construction without authorization or damaging the structure of
the Leased Factory Building. 



        9.6
If Party B needs to partition, finish and/or partially restructure the Leased Factory
Building during the lease term, Party B shall obtain Party A’s prior written consent;
comply with the procedures set forth as in Exhibit VII and shall be approved by the
Property Management Company. Party B shall not, for the said activities, violate relevant
regulations and rules of the State and Shanghai Municipal Government in respect of
architect, fire fighting, environmental protection, industry and public health. Party B
shall not destroy the structure of the Leased Factory Building and the Standard Factory
Building wherein the Leased Factory Building are located. Relevant government departments,
Party A and the Property Management Company shall have the right to supervise and inspect
Party B and require Party B to rectify. Meanwhile, Party B shall not damage the structure
of the Leased Factory Building, and shall restore the structure to original state and bear
all expenses for any damage or change caused to the structure. Party B shall by itself
bear the expenses arising out from partition, finishing and/or partial destruction as well
as maintenance and repair work. 



        9.7
The purchasers and/or lessees who inhabit the same building of the Standard Factory
Building shall not for any reason whatsoever occupy the Common Use Area and other areas
beyond limits of the Leased Factory Building. In order not to affect the normal use of the
Standard Factory Building, Party B shall obtain consent of the neighboring users in case
of involving the areas possessed by neighboring landlords or users when Party B installs
the facilities such as equipment and pipelines. In case of violation of this provision,
Party B shall, at its own expenses, remove obstacles and restore to the original state. 



        9.8
No building shall be joined to the exterior walls and the roof of the Lease Premises and
the Standard Factory Building wherein the Leased Factory Building is located. In
particular circumstances, Party A’s prior written consent shall be obtained. 



        9.9
Party B shall keep environment and public health in good conditions pursuant to relevant
laws, regulations and rules of the State and Shanghai Municipality. 





        9.10
Management of relevant Common Use Area and the environment of the area wherein the
Standard Factory Building are located shall be handled in accordance with the “Rules
on Use, Management and Maintenance of the Standard Factory Building in Shanghai Jin Qiao
Export Processing Zone” attached hereto as Exhibit X. 



        9.11
Party A shall be responsible for matters with respect to public health, greenification and
maintenance outside the Leased Factory Building. 



        9.12
During the lease term, Party B shall enjoy the preemptive right under the same condition
if Party A intends to sell the Leased Factory Building. Party A shall give written notice
to Party B one month in advance with respect to Party A’s intention to sell the
Leased Factory Building, and Party B shall reply in writing to Party A within fifteen days
upon receipt of such written notice. Party B shall be deemed as to give up purchasing the
Leased Factory Building if Party B fails to reply in written form. 



10. Extension and
Termination of the Contract 



        10.1
Party B may apply for an extension if Party B intends to continue the lease upon
expiration of the lease term. In case of Party B’s application, the following
conditions shall be satisfied: 



                (a)       
          A written application for extension to be delivered to Party A no later than
          three months before the lease term expires; 



                (b)       
          If the time of extension exceeds the time of business term, Party B shall submit
          the document approved by the investment examination and approval department for
          extension of the business term. Such document shall be delivered to Party A
          simultaneously with the application in the preceding provision. 



        10.2
After Party B submits an application for extension according to Article 10.1 hereof, Party
A shall not make promise of binding force upon any third party with respect to lease
issues of the Leased Factory Building before the lease term expires. 



        10.3
After Party B submits an application for extension and obtains Party A’s consent, the
Parties may conclude a new “Standard Factory Building Lease Contract” with
reference to this Contract. The Contract shall continue to be valid from the termination
date to the validity date of the new “Standard Factory Building Lease Contract”,
and the Parties shall continue to perform the Contract. This Contract shall terminate if
the Parties are unable to reach the new “Standard Factory Building Lease
Contract” within six months from expiration of the lease term, unless the parties
conclude a written agreement with respect to intention to continue consultations on
extension of the lease term. Such termination date shall be the first day of the seventh
month from expiration of the lease term. 



        10.4
If any party to the Contract needs to early terminate the Contract for specific reasons,
it shall give a written notice to the other party three months in advance. The Parties may
early terminate the Contract subject to mutual consent. 









        10.5
In the event that Party A fails to deliver the Leased Factory Building on schedule for
longer than sixty days, Party B shall have right to unilaterally terminate the Contract in
writing. In the event that Party B fails to pay the rent or other charges on schedule for
longer than sixty days, Party A shall have right to unilaterally terminate the Contract in
writing. With the Notary Public present, Party A shall be entitled to remove all articles
belonging to Party B such as equipment and machines in the Leased Factory Building in
absence of Party B and with expenses resulting from such removal and preservation of the
articles borne by Party B. In the event that any party terminates the Contract according
to the preceding provision, the termination date shall be the second day from the date of
sending a written notice by any party. 



        10.6
In the event that Party B does not extend the lease term upon expiration or terminates the
Contract pursuant to Article 10.3 hereof to Article 10.5 hereof, Party B shall deliver the
Leased Factory Building to Party A on the second day from the date of expiration or
termination. If it is really difficult for Party B to deliver the Leased Factory Building,
Party B may be given a grace period of two months to such delivery subject to Party
A’s prior written consent. During the grace period, Party B shall pay to Party A the
rent equivalent to the rent of the month in which the termination date falls on a month by
month basis, the management charge and other charges hereunder. The procedures of Party
A’s returning of the Leased Factory Building are as listed in Exhibit VII and the
following conditions shall be satisfied: 



                (a)       
          Party B shall restore to the state prior to partition, finishing and/or partial
          reconstruction, if any; 



                (b)       
          Party B shall be liable to repair or compensate with respect to the area,
          equipment or the Related Facilities in man-made damages; 



                (c)       
          deemed as qualified following Party A’s check and acceptance; 



                (d)       
          returning of the Leased Factory Building in whole, including keys and passwords,
          etc. 



        10.7
If Party B fails to deliver the Leased Factory Building on schedule without Party A’s
prior written consent, in addition to the liquidated damages to be paid pursuant to the
Contract, Party B shall pay to Party A the rent equivalent to the rent of the month in
which the expiration date falls on a month by month basis (subject to one month if less
than one month), the management charge and other charges. 



11.1 Breach of the
Contract 



        11.1
Unless otherwise stated in the context, any of the following condition shall constitute
breach of the Contract by Party A: 



                (a)       
          failure in providing the Leased Factory Building on schedule; 



                (b)       
          provision of the Leased Factory Building without satisfying the conditions
          prescribed in the Contract; 








                (c)       
          losses caused to Party B’s normal production and business activities due to
          work in the Leased Factory Building without prior notice to Party B; 



                (d)       
          early termination of the contract without the authorization; 



                (e)       
          the property documents provided by Party A are invalid for Party B to apply a
          business license, or there is the third party that had already applied a
          business license using these units of T11-203-206 as their registered address
          and such business license of the third party had not been cancelled before Party
          A leases the houses to Party B; or 



                (f)       
          is in violation of other articles hereof. 



        11.2
Unless otherwise stated in the context, any of the following condition shall constitute
breach of the Contract by Party B: 



                (a)       
          sublease of the Leased Factory Building without Party A’s consent; 



                (b)       
          losses caused to Party A due to damages to the Related Facilities; 



                (c)       
          damages to the Leased Factory Building or changes of its structure without
          authorization; 



                (d)       
          failure in returning of the Leased Factory Building to Party A according to the
          provisions; 



                (e)       
          violation of other articles. 



        11.3
The defaulting party shall pay the liquidated damages to the other party. The liquidated
damages per day shall be as follows: 



                (a)       
          the liquidated damages per day shall be 0.1 per cent of the total rent for one
          year, say 1182.45 RMB; 



                (b)       
          breach period equals the days from occurrence of the breach to rectification of
          the breach; 



                (c)       
          the liquidated damages equal the liquidated damages per day multiplied by the
          days in the breaching period. 



                (d)       
          during the lease term, if Party A wants to early terminate the contract without
          authorization, Party A shall compensate all losses that Party B has invested in
          the beginning to the workshop (fit-up the building, fixed capital, etc.) beside
          the liquidated damages. The property documents provided by Party A are invalid
          for Party B to apply a business license, or there is the third party that had
          already applied a business license using these units of T11-203-206 as its
          registered address and such business license of the third party had not been
          cancelled before Party A leases the houses to Party B, Party A shall return all
          money that paid by Party B. If the  








     financial losses incurred to other party
          exceed the amount of the liquidated damages, the breaching party shall
          compensate the deficiency. The compensation shall be based on the extent of the
          financial losses, and jointly checked and determined by the Parties. Such
          compensation may also be checked and determined by a professional authority
          jointly entrusted by the Parties, or be prosecuted to court directly. 





        11.4
After the breach occurs, the non-defaulting party requires to continue the Contract, the
defaulting party shall continue to performance the contract, no matter whether the
liquidated damages and compensation have been actually paid or not. 



        11.5
The liquidated damages and compensation shall be paid no later than ten days after
realization of the breach. If the breach still continues to exist upon payment and
afterwards, the defaulting party shall to pay the liquidated damages and compensation
until the breach disappears. 



        11.6
Any condition satisfying the following items shall be deemed as overdue payment based on
0.3 per cent of the outstanding sum for each day elapsed: 



                (1)       
          Party B fails to pay the rent of the Leased Factory Building, the management
          charge and other charges when due; 



                (2)       
          Any party fails to pay the liquidated damages and compensation on time. 



12. The Contract 



        12.1  The Exhibits shall be integral
part of the Contract and equally valid. 



        12.2
The Exhibits shall include:



                (a)       
          Exhibit I: Sales Instruction on the Standard Factory Building
          (“Technological Index Specification of Buildings of the Standard Factory
          Building”); 



                (b)       
          Exhibit II: Confirmation to the Related Facilities in Connection with the
          Standard Factory Building; 



                (c)       
          Exhibit III: Copy of Party A’s Business License; 



                (d)       
          Exhibit IV: Copy of Party B’s Business License; 



                (e)       
          Exhibit V: Copy of Shanghai Municipal Real Estate Ownership Certificate; 



                (f)       
          Exhibit VI: User Guide to the Standard Factory Building in Shanghai Jin Qiao
          Export Processing Zone; 



                (g)       
          Exhibit VII: Occupation Notice (sample); 








                (h)       
          Exhibit VIII: Hand-over of the Standard Factory Building (sample); 



                (i)       
          Exhibit IX: Rules on Use, Management, Maintenance of the Standard Factory
          Building in Shanghai Jin Qiao Export Processing Zone; 



                (j)       
          Exhibit X: Free Parking Site 



13. Miscellaneous 



        13.1
Party A promises that the new company of Party B at Jinqiao will enjoy all preference
policies of Export Processing Zone. And the detail policies will be subject to
“Export Processing Zone Policy” issued by the Ministry of State Council and
Customs Head Office. 



        13.2
Both parties shall be discharged of liabilities for losses due to force majeure. In case
of failure in performance of the Contract upon agreed conditions, the affected party by
force majeure shall immediately notify the other party, and provide within fifteen days
valid documents describing details of such force majeure or reasons for non-performance in
whole or in partial, or delays in performance. Both parties may, through consultations,
decide to terminate the contract, to discharge partial obligations of performance or to
delay performance pursuant to extent of the influence of force majeure on performance of
the Contract. 



        13.3
During the lease term, relevant regulations of the State shall be applicable to the
neighborhood relationship between Party B and other parties. 



        13.4
All disputes arising out during the course of performance of the Contract shall be settled
by both parties through consultations. In case no agreement can be reached through
consultations, they shall be brought before the People’s Court where the Leased
Factory Building is located. Unless otherwise stated, any party shall not suspend or
terminate performance of the obligations hereunder during the course of occurrence and
settlement of the disputes. 



        13.5
In case of anything not addressed in this Contract, both parties may reach another written
agreement through consultations. Such agreement shall become part of the Contract and
shall be of equal validity. Subject to mutual agreement, both parties may amend the
Contract, and shall perform the Contract before the amended contract becomes effect. 



        13.6
The Contract shall come into effect subject to signing by the representatives or duly
authorized representatives of the two parties and payment of all earnest money by Party B
pursuant to provisions of the Contract. 



        13.7
After the Contract comes into effect, both parties shall amend the Contract in time so as
to protect their lawful rights and benefits from damages if the laws, rights or
regulations governing the Contract are amended by the State or Shanghai Municipality or
newly promulgated with restorative effect. 



        13.8  The Contract shall be written
in Chinese. 





        13.9
Execution, effectiveness, interpretation, performance of the Contract and settlement of
disputes in connection with the Contract shall be governed by the laws of People’s
Republic of China. 



        13.10
The Contract shall be executed in five copies. Party A and Party B shall keep two copies
respectively and relevant Real Estate Registration Department shall keep one copy. 



        13.11
In witness thereof, the Contract is executed by Party A and Party B on January 7, 2004, in
Shanghai. 



Party A: Shanghai Jin
Qiao Export Processing Zone 



Legal representative or authorized
representative:
 /s/  Zhang Guanming

Zhang Guanming



Party B:          Nu Skin Asia
Investment, Inc. 



Legal representative or authorized representative:

/s/  Luiz Cerqueira

Luiz Cerqueira









Exhibit II 



Confirmation 
To 
the Leased Related
Facilities in Connection with the Standard Factory Building 







1. General Description of
the Standard Factory Building 



      1.1
Number of the Standard Factory Building: T3-I1



      1.2 Location:
No. 218 Zhongyang Da Dao, Shanghai Jinqiao Export Processing Zone South Area 



      1.3
Stories: Unit 203-206



      1.4   Building area: 4,984 square
meters building area, which will be subject to the measurement by the government. 



2. Basic Conditions 



        2.1  The Standard Factory
Building have been constructed by Party A (the Lessor) in accordance with requirements
for layout, design and construction drawing approved by government.  



        2.2  Roads wherein the Standard
Factory Building are located, rainwater and sewage discharge system are connected to the
urban roads and rainwater and sewage pipelines.  



        2.3
A low-voltage switchboard station has been constructed in the region of the Standard
Factory Building. 



        2.4
Pipelines for electricity, water and gas supplies and telecommunications have been lead to
the Standard Factory Building. 



        2.5
The Standard Factory Building will be subject to inspection and acceptance by construction
authority of the Municipal Government. 



3. Electricity Supply 



        3.1  The maximum capacity (MD)
of this building/floor/unit of the Standard Factory Building shall be 10 KV, says: the
capacity of machinery installation shall be 320 KVA.  







        3.2  A high-voltage switchboard
station will be specified by Party A and will be constructed in the region of the
measurement room and its neighboring metering room within unit 105 of the same building.
The high-voltage station area is around 64 square meters building area. Party B shall pay
this high-voltage station room as the rental specified in the lease contract.  



        3.3  Party B shall apply for
electricity supply to Electricity Supply Bureau by itself and bear the set-up expenses of
transformer station. Among these expenses, Party A will bear the part of structure
transforming construction and outside connection from 10 KV transformer station to Party B’s
high-voltage station. Party A will assist Party B in application for the electricity
supply. Party B shall apply for the electricity supply at least 90 business days before
it uses electricity.  



        3.4  The property right of the
facilities/equipment that were purchased by Party B belongs to Party B. The property
right of the outside connection cables belongs to Party A.  



4. Water Supply 



        4.1
The maximum capacity of water supply to this building/floor/unit of the Premises shall be
4 T /D. 



        4.2
The Property Management Company of the Standard Factory Building agrees that Party B shall
be responsible for handling relevant procedures. 



5. Communication 



        5.1
The maximum capacity of the Standard Factory Building shall be 10 telephones per unit and
total 40 telephones for 4 units. 



        5.2   32 telephones shall be the
maximum quantities for Party B to employ. 



        5.3  Party B shall be
responsible to submit application to telecommunication department and go through
installation and connection procedures. Party A shall bear the expenses arising out from
installation, connection and the first installation.  



        5.4  The communication
functions like EDI, VSAT, DDN and ISDN will be provided in the Standard Factory Building
with necessary equipment and engineering expenses borne by Party B.  



6. Miscellaneous 



        6.1
There shall be 4 lots for motor vehicles in the building/floor/unit of the Standard
Factory Building. 



        6.2
Installation group for outdoor air conditioning units shall be determined by negotiating
with Property Management Department. 











        6.3  Where Party B proposes
other specific requirements for the public facilities and accessories, Party A is willing
to provide necessary assistance and support.  







        6.4  After Party A transfers
the Standard Factory Building to Party B, Party B has the property right of all
facilities/equipment that will be set-up in the building including air conditioner,
lighting installation, distribution equipment, production equipment, fit-up, office
equipment, security monitors and logistic equipment, etc.  



        6.5  This confirmation shall be
attached to the Standard Factory Building Lease Contract. Both the lease contract and the
confirmation are equally authentic.  



Party A:      Shanghai Jin
Qiao Export Processing Zone 



Legal representative or authorized
representative:
 /s/  Zhang Guanming

Zhang Guanming



Party B:       Nu Skin Asia
Investment, Inc. 



Legal representative or authorized representative:

/s/  Luiz Cerqueira

Luiz Cerqueira







Date:          2004/01/16